We reserve the right to modify these Terms and Conditions, with or without notice, at any time.
1. GENERAL
The terms “we,” “us,” and “our” refer to Copiana, LLC and its subsidiaries, affiliates, successors and assigns (collectively, “Copiana”). The term “Services” refers to our production, order, shipping, and payments system for live plant and seedlings sales and the related products and services, including without limitation use of the Site (defined below), emails, texts, or telephone calls related to the above-described system (collectively, the “Services”), provided pursuant to these terms and conditions (“Terms and Conditions”). The term "Product" shall mean any live plant, seedling, or transplant product bought using the Services. The terms "you," "yours", or "Customer" refer to the individual or company registering for or using the Services, including, without limitation, for the purchase of the Product offered by us on this Site
2. SCOPE
2.1 These Terms and Conditions apply to your use of all the sites, including without limitation, Copiana’s website (www.copiana.com), and Services owned or operated by Copiana and any other site that we may own or operate in the future (collectively, the “Site”). Unless we say otherwise, all references to the Site in these Terms and Conditions include all such sites. Subject to these Terms and Conditions, Copiana agrees to provide the Services and Product you order or purchase through this Site. You agree to perform the obligations set forth in these Terms and Conditions that are required to allow Copiana to deliver the Services or ship the Product.
2.2 The contents of the Site are protected by national and international copyright and trademark laws and are the property of Copiana. You may not change or delete any author credit, trademark, legend, proprietary or copyright notice. You must follow and observe all additional copyright notices or other restrictions contained in any parts of the Site.
2.3 Copiana hereby grants you a non-exclusive, non-transferable, limited right to access and use the Site and the Services for your own personal or your internal commercial use only. You agree not to interrupt, or attempt to interrupt, the operation of the Site in any way. We reserve the right to restrict your access to part or all the Site (including any password protected areas) at any time without notice or liability.
2.4 For the purposes of this paragraph, “Data” means all documents, information, content, records, files, and data entered, received, processed, or stored by or for you using the Service or Site. You acknowledge and agree that all general, anonymized or otherwise aggregated information based on Data from your use of the Services or Site or data based on your overall use of the Services or Site are and will remain the property of Copiana. For the period these Terms and Conditions, as modified from time to time, are in effect and for a three (3) year period thereafter, you grant to Copiana a non-exclusive license, to use, reproduce, modify, display and distribute Data for any purposes permitted by applicable law.
3. PURCHASING PRODUCTS
Fromtime to time, usingthe Site, you may issue an electronic order ("Order") for Product offered for sale on the Site. The Order shall contain the requested type, variety, and quantity of Product, payment information, shipment provider and terms, and other information reasonably required to ship the Product to you. You agree that any Order you place using the Site constitutes a binding offer to purchase the Product. We may accept or reject any Order. We will provide you with an electronic notice confirming our acceptance of an Order, in whole or in part. While we attempt (without warranting as much) to promptly update inventory changes for each Product on the Site, if there is not enough of the Product available to us to satisfy all orders, Copiana reserves the right, without prior notification, to limit the Order quantity for any Product and/or refuse to ship Product to you. Additionally, we reserve the right, without prior notification, to limit the Order quantity for any Product and/or refuse to ship Product to you if our ability to ship the ordered Product into the state of delivery is (or may be in the future) limited or restricted by state or federal law or the length of anticipated shipment times, or for any other reason. We reserve the right, without announcement or publication, to establish and follow shipment cutoff times or Minimum Order Requirements for some or all of our Products. You are responsible for providing Copiana with the correct information about you when you place an Order and you represent, warrant and declare hereby that any information provided by you to us or on the Site is truthful and accurate and are not misleading or deceptive in any way.
4. CUSTOMER INSPECTION AND REJECTION
4.1 For each Order, you or your representative should be available to timely accept delivery of the Order. You agree to open the box or shipping container immediately after delivery and follow the enclosed (if any) care instructions. If seedlings do not arrive in a healthy condition, please notify us via email (help@copiana.com), with photos, within 48 hours of delivery. In your notice, please include the name of each seedling and the specific concern (i.e., broken stem, uprooted from rockwool etc) and the order number. If the box is damaged, please include a picture of the damaged box so that we may take the issue up with the shipping provider. We will respond within two (2) business days. Notification via phone or SMS message is not accepted. Since some stress can occur during shipping which is normal, we must be notified within the first 48 hours to help you troubleshoot any issues or concerns. If you fail to timely provide notice as provided in this Paragraph, you shall be deemed to have accepted the Product and shall be obligated to pay for the Product as set forth in the Order.
4.2 If you notify us within 48 hours of delivery and we are unable to resolve your concern, we will replace or refund the purchase price for unhealthy or damaged seedlings. For 5 or more seedlings, we will ship replacements at no charge to you, or issue a refund for the price of the seedlings. For 4 seedlings or less, we will issue a refund for price of the seedling or a credit on a future order of your choice.
5. COMPLIANCE OF COPIANA WEBSITE
5.1 You are responsible for your own continuous compliance with these Terms and Conditions and other guidelines released by us from time to time. You shall not, and shall not permit others to, engage in activities prohibited by us, including, without limitation: (a) intentionally accessing data not intended for your use; (b) attempting to breach security or authentication measures without proper authorization, or interfere with this Site and any products or Services offered on the Site; (c) taking any action to obtain Services to which you are not entitled; or (d) assisting or permitting any persons in engaging in any of the activities described above.
5.2 We own and shall retain all rights and interest in the intellectual property rights in the Site content and Services.
6. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY
6.1 Except as expressly provided otherwise, all Services or Product sold or provided through this Site or by Copiana are governed by these Terms and Conditions and are provided on an “AS IS” basis. Copiana does not make any express or implied warranties, conditions or representations to you with respect to the Services or Product provided hereunder or otherwise regarding these Terms and Conditions, whether oral or written, express, implied or statutory. No representation or other affirmation of facts, including, but not limited to, statements regarding the performance of the product which is not contained in these Terms and Conditions, shall be binding on Copiana. You acknowledge and agree that Copiana shall not be liable for any error, omissions, defect, deficiency or nonconformity in the Services, Site, or Product. Without limiting the foregoing, Copiana expressly excludes and disclaims any implied warranty or condition of merchantability, accuracy or fitness for a particular purpose related to the Services, Site, or Product. Except as expressly provided otherwise, you assume all risks associated with the Services, Site, and Product.
6.2 aNY LOSSES, INJURIES OR OTHER DAMAGES SUFFERED BY You WITH RESPECT TO these Terms and Conditions and the Product, Services or Site SHALL BE LIMITED TO THe Amount Paid by you to us for the product sold by us to you AND IN NO EVENT SHALL Owner be ENTITLED TO ANY incidental, indirect, special, exemplary, consequential or punitive damage or other similar type of damages, including, but not limited to, damages or costs incurred as a result of loss of time, loss of savings, loss of data, loss of profits, loss of goodwill, loss of business opportunities or software error, whether foreseeable or unforeseeable, that may arise out of or in connection with these Terms and Conditions, including but not limited to, damages or costs resulting from the use of or inability to use the Services, Site or product, even if Copiana has been notified of the possibility or likelihood of such damages or costs occurring, and whether such liability is based on contract, tort, warranty, negligence, strict liability, products liability or otherwise.
6.3 Copiana is not responsible for any loss or damage that you may suffer as a result of you not using the Services or Product correctly or if you fail to comply with these Terms and Conditions or any other instructions given to you by Copiana.
6.4 When you click on links on our Site, the links may direct you away from our Site. We are not responsible for the privacy practices of other sites and encourage you to read their privacy statements. We have not reviewed all of the sites linked to our Site and we are not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Copiana of the site. Use of any such linked web site is at your own risk.
6.5 The materials appearing on this Site could include technical, typographical, or photographic errors. Copiana does not warrant that any of the materials on its web site are accurate, complete, or current. Copiana may make changes to the materials, including these Terms and Conditions, contained on this Site at any time without notice. Copiana does not make, and expressly disclaims, any commitment to update the materials.
7. INDEMNIFICATION
You agree to indemnify, defend and hold us, our subsidiaries and affiliates and each of our respective officers, directors, agents, employees, independent contractors and suppliers, harmless from any claim, demand, action, cost and expense, including reasonable attorneys’ fees, due to or arising out of the following events: (a) your giving us any information which is inaccurate; (b) your breach of any warranty, representation or other obligation set forth in these Terms and Conditions; (c) your negligence or willful misconduct; (d) your violation of any law, regulation or right of any third party related to or arising out of the use of the Site or the Product; (e) any dispute or action between you and any third party, including purchasers of produce grown using the Product. For purposes of this paragraph, the terms “you” and “yours” refers to, in addition to the individual or company registering for or using the Services offered by us on this Site, any subsidiaries and affiliates of the such individual or company and each of their respective officers, directors, agents, employees, independent contractors and suppliers.
8. GOVERNING LAW; JURISDICTION AND VENUE
8.1 These Terms and Conditions shall be governed and interpreted in accordance with the laws of the State of Georgia without regard to its conflicts of laws principles. You consent to the exclusive jurisdiction and venue of the state and federal courts in Cobb County, Georgia, U.S.A., and you irrevocably commit to the jurisdiction and venue of said courts and waive any right to object thereto. These Terms and Conditions shall be deemed to have been entered, executed and performed for all purposes within the State of Georgia.
8.2 We intend for this website to be used by adults only and individuals or companies that can form legally binding contracts under applicable law. This Site and Services should not be used by minors. If you do not qualify, you are not permitted to use this Site or Services, and you do not have our consent to do so.
9. MISCELLANEOUS
9.1 If any provision of these Terms and Conditions are found unlawful, void or for any reason unenforceable, then that provision will be considered severable from the remaining Terms and Conditions and will not affect the validity and enforceability of the remaining provisions. These Terms and Conditions are the entire agreement between you and us relating to the subject matter hereof. No representation or other affirmation of facts, including, but not limited to, statements regarding the performance of the Services or the Product which is not contained in these Terms and Conditions shall be binding on Copiana. These Terms and Conditions may be modified only by our posting of changes to these Terms and Conditions, or by a writing signed by both you and us. Time is of the essence related to all obligations under these Terms and Conditions. Any inquiries concerning these Terms and Conditions should be directed to info@copiana.com.